Practice Areas
- Purchase and Sale of Business
- Venture Capital and Private Equity Investments
- Business Formation and Capital Development
- Contract Drafting and Negotiation
- Partnership Dispute Resolution
- Business Succession and Buy-Sell Agreements
- Corporate Counsel for Small to Mid-Sized Businesses
- Risk Management, Compliance, E-Discovery and Intellectual Property
- Commercial Real Estate: Buying, Selling and Financing
- Commercial Real Estate: Leasing
- Wills, Trusts and Powers of Attorney
- Probate Administration
- Litigation Practice
Offices
New Jersey Office
Steinbach & Associates, P.C.
One University Plaza
Suite 412
Hackensack, NJ 07601-6204
Tel.: (201) 525-1990
New York Office
200 Park Avenue
Suite 1700
New York, NY 10166
Tel.: (212) 586-1515
Due Diligence
Here is a short form due diligence checklist we prepared for smaller purchase and sale of business transactions, to help clients determine what due diligence they should request from the other party.
- Financials for 3 years – audited historically prepared?
- Recent sales figures.
- Tax Returns for 3 years.
- Certificate of Incorporation and any Amendments to the Certificate. (This is publicly available.)
- By-laws.
- List of subsidiaries and affiliates and corporate info regarding same.
- A list of shareholders and shareholdings (preferred and common).
- Stock Ledger/history of stock transfers.
- Any shareholder agreements or voting agreements.
- A list of option holders/history of option exercise.
- A list of directors.
- Director (or committee) Minutes or unanimous written consents.
- Shareholder Minutes or unanimous written consents.
- Licenses and permits.
- Intellectual Property – patents (domestic and international), trademarks, copyrights, etc. What about pending applications?
- List of other material assets; any liens against same?
- Stock Option Plan.
- Pension, Profit Sharing, Sec 401k plans (Form 5500s).
- Health, disability, etc. plans.
- States where the company is qualified to do business.
- Employment Agreements and/or Employee Confidentiality Agreements and/or Invention Agreements.
- Employment handbooks.
- Severance Agreements.
- Material Contracts. Which are not terminable at will?
- Real Estate leases (term runs until?); ownership.
- Copies of bank credit line and loan agreements.
- Details of claims, lawsuits and administrative proceedings to which the company is a party.